Participation; Agreements. Eligible Executives shall be proffered an Agreement and upon execution and delivery thereof by the Eligible Executive evidencing such Eligible Executive’s agreement not to voluntarily leave the employ of the Corporation and its Subsidiaries and to continue to render services during the pendency of any threatened Change of Control of the Corporation, such Eligible Executive shall become a Participant. Each Agreement shall indicate whether the Participant to whom it is proffered will be a Tier I Participant or a Tier II Participant. A Participant shall cease to be a Participant in the Plan upon the termination of the Participant’s Agreement in accordance with its terms.

An Eligible Executive shall become a Participant in the Plan as of the later of # the date he becomes an Eligible Executive or # June 1, 2007.

An individual who becomes a Participant shall remain a Participant until the date the last required installment of his Salary Continuation Benefit (if any) and any payment required by Section 4.2 is paid. If a Participant ceases to be an Eligible Employee under circumstances that do not trigger a right to benefits under the Plan, he shall cease to be a Participant when he ceases to be an Eligible Employee.

Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No Employee is entitled to receive an Award unless selected by the Committee.

Section # Cessation of Participation. A Participant shall continue to be eligible to make deferrals under the Plan until the Participant ceases to be an eligible Director. Termination of participation shall be effective as of the date on which the Director both Terminates Service and his entire interest in the Plan has been distributed.

Cessation of Ongoing Discussions. ​ shall, and shall direct its Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. ​ shall use its reasonable best efforts to cause any third party (or its agents or advisors) in possession of non-public information in connection with any such Acquisition Proposal in respect of ​ that was furnished by or on behalf of ​ to return or destroy (and confirm destruction of) all such information.

Participation and Reparticipation. Subject to the satisfaction of the foregoing requirements, an Eligible Employee shall participate in the Plan during each period of his or her Service from the date on which he first becomes eligible until his or her termination. For this purpose, an Eligible Employee who returns before five (5) consecutive one year Breaks in Service who previously satisfied the initial eligibility requirements or who returns after five (5) consecutive one year Breaks in Service with a vested Account balance in the Plan shall re-enter the Plan as of the date of his or her return to Service with an Employer.

Participation in the Plan may be terminated by a Participant at any time by giving written notice to the Plan Agent. Within fifteen (15) days after the date on which such notice is received by the Plan Agent (the “Termination Date”), the Plan Agent will deliver to the Participant: # a certificate for all whole Plan Shares held under the Plan; provided that the Participant may elect to have such shares be held in “street name” by the Participant’s broker, # a check representing any uninvested dividends and optional cash payments as of the Termination Date, and # a check in lieu of the issuance of a fractional share, equal to the net proceeds from the sale of such fractional share or the fractional share multiplied by the Fair Market Value per share of the Stock on the Termination Date, depending upon whether funds are derived from an open market transaction or otherwise or # direct the Plan agent to sell all full and fractional shares in which case shares will be sold on the open market at the current market price. Sales proceeds will be mailed to the participant on the settlement date of the sale. There is a $15.00 transaction fee and commission of $0.12 per share which will be deducted from the proceeds of the sale. If your request to terminate participation is received more than three (3) business days prior to any dividend payment date then that dividend will be paid out in cash and not reinvested. If your request to terminate participation is received less than three (3) business days prior to any payment date then that dividend will be reinvested. However, all future dividends will be paid out in cash on all balances. Any notice of termination received less than five (5) business days prior to a dividend record date will not be effective until dividends paid for such record date have been reinvested and the shares credited to the Participant's account. The Corporation in its sole discretion may at any time by notice in writing mailed to a Participant terminate a Participant's interest in the Plan, in which case the Participant shall be treated as though he had terminated participation in the Plan as of the date of mailing of the notice.

In General: An Executive Officer shall become a Participant in this Plan on the later of the Effective Date or the date he became an Executive Officer, subject to the conditions and limitations provided for herein, provided that James Balloun shall not be eligible to participate in this Plan. Unless otherwise approved by the Board or unless the Executive Officer has waived all benefits under such plan, an Executive Officer who is a participant in the Acuity Brands, Inc. Supplemental Retirement Plan for Executives shall not be eligible to become a Participant in this Plan.

Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in each Issuing Bank’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit for which the Issuing Bank is not reimbursed in full by ​ in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Bank upon demand at the Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each L/C Participant’s obligation to purchase participations pursuant to this [subsection 3.4] shall be absolute and unconditional and shall not be affected by any circumstance, including # any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Bank, ​ or any other Person for any reason whatsoever, # the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in [Section 5], # any adverse change in the condition (financial or otherwise) of ​, # any breach of this Agreement or any other Loan Document by ​ or any other L/C Participant or # any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.